Allowed

Chhaganlal Khimji and Company Private Limited Vs

Bombay HC10 Aug 2012CSP/302/2012

Case brief

AI extract

What is this about?

The Bombay High Court considered petitions for sanction of a Scheme of Amalgamation between Chhaganlal Khimji and Company Pvt. Ltd. and Marathon Realty Pvt. Ltd. under Sections 391-394 of the Companies Act, 1956. The Court, upon hearing reports from the Official Liquidator and Regional Director, satisfied itself on compliance, particularly regarding the extension of the approval deadline and accou

What did the court decide?

Both Company Scheme Petitions No.302 of 2012 and No.301 of 2012 are made absolute in terms of the respective prayers. The petitioners are directed to lodge the order and scheme with the Superintendent

Chhaganlal Khimji and Company Private Limited Vs — Company and Corporate | Bombay HC (2012)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO.302 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO.825 OF 2011

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Chhaganlal Khimji and Company Private Limited…. Petitioner/Transferor Company

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WITH

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COMPANY SCHEME PETITION NO. 301 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 826 OF 2011

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Marathon Realty Private Limited

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… Petitioner/Transferee Company

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In the matter of the Companies Act, 1956

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And

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In the matter of Section 391 of the Companies Act, 1956;

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And

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In the matter of the Scheme of Amalgamation of

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Chhaganlal Khimji and Company Private Limited

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with

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Marathon Realty Private Limited

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Mr. Amit Kanani, Advocate i/b. M/s. Hariani & Co., Advocates for the Petitioner in both the Petitions.

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Mrs. R.N. Sutar, Asstt. Official Liquidator present in CSP No.302 of 2012.

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Mrs. Neeta Masurkar, i/b. Dr. T.C. Kaushik for Regional Director in both the Petitions.

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Coram: - S.J. KathawaIla, J.

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Date: - 10 August, 2012

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P.C.:

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Heard Counsels for the parties.

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The sanction of the Court is sought to a Scheme of Amalgamation between Chhaganlal Khimji and Company Pvt. Ltd., the Transferor Company with Marathon Realty Pvt. Ltd., the Transferee Company under Sections 391 to 394 of the Companies Act, 1956.

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Counsel appearing on behalf of the Petitioner has stated that the Petitioners have complied with all requirements as per the directions of this Hon’ble Court and that the Petitioner has filed necessary affidavits of compliance in the Court. Moreover, the Petitioner companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made thereunder. The said undertaking is accepted.

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The Official Liquidator has filed his report in Company Scheme Petition No.302 of 2012 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved.

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The Regional Director has filed an Affidavit stating therein that save and except as stated in paragraph No.6 of the said Affidavit, it appears that the scheme is not prejudicial to the interest of the shareholders and public. In paragraph 6 of the said Affidavit, it is stated that:-

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“6. That the Deponent further submits that:-

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(a) The scheme is silent with respect to “Accounting Treatment”. However in the affidavit filed by both the companies marked as Exhibit ‘C-1’ & ‘C-2’ undertaking has been given to follow the AS 14. This is for the information of the Hon'ble Court.

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(b) In clause 11 of the scheme the period fixed for approving the scheme is by 31/3/2012 which has already expired. In this connection Board of Directors of the both petitioner companies may be directed to take necessary steps to extend the date by passing Board Resolution before giving effect to the scheme”.

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So far as contents of paragraph no. 6(a) of the Regional Director’s Affidavit are concerned, the Transferee Company through its counsel undertakes to comply with accounting treatment as prescribed under the “Accounting Standard 14” i.e. accounting for amalgamation issued by the Institute of Chartered Accountants of India. The said undertaking is accepted.

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So far as contents of paragraph no. 6(b) of the Regional Director’s Affidavit are concerned, it is stated that the period fixed for approving the scheme is by 31 March 2012 which has already expired. In this regard, the Ld. Advocate for the Petitioner states that the Petitioner Companies vide their board resolutions both dated 22 February 2012, the date of approval of the Scheme has already been extended till 31 March 2013 and copies of the said resolutions are annexed with the Affidavits of Mr. S. Rammurthy, Director of the Transferor Company and Mr. Chetan Shah, Director of the Transferee Company both dated 9 August 2012 which are tendered and the same are taken on record.

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From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme.

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Since all the requisite statutory compliances have been fulfilled, both the Company Scheme Petition No. 302 of 2012 is made absolute in terms of prayer

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Clauses (a) to (d) and Company Petition No.301 of 2012 is made absolute in terms of prayer Clauses (a) to (d).

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The Petitioner companies to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order .

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The Petitioners are directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with e-Form 21 in addition to physical copy within 30 days from the date of issuance of the order by the Registry.

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The Petitioners in both the Petitions to pay a cost of Rs. 10,000/- each to the Regional Director, Western Region, Mumbai and the Petitioners in the Company Scheme Petition No.302 of 2012 to pay cost of Rs. 10,000 to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the order.

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Filing and issuance of the drawn up order is dispensed with.

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All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O.S.), Bombay.

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(S.J. Kathawalla J.)

Chhaganlal Khimji and Company Private Limited Vs

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Chhaganlal Khimji and Company Private Limited Vs

Case brief

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